<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 10-KSB-A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 1995 Commission file
number 0-1388
WATERS INSTRUMENTS, INC.
State of Incorporation: Minnesota
IRS Employer Identification No. 41-0832194
2411 Seventh Street, NW. Rochester, Minnesota 55901
(507)288-7777
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 Par Value Per Share
Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the
past 90 days.
Yes X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this
form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part
III of the Form 10-KSB or any amendment to the Form 10-
KSB. X
The net sales for the Company for the Fiscal Year Ended
June 30, 1995 were $13,094,000.
The aggregate market value of the voting stock held
by non-affiliates of the Company on August 31, 1995 was
$6,064,095.
The number of shares outstanding of the Company's Common
Stock on August 31, 1995 was 1,462,271.
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to General Instructions E3), the responses to
items 9, 10, 11 and 12 of Part III of this report are
incorporated herein by reference to certain information
contained in the Company's definitive proxy statement for
its 1995 Annual Meeting of Shareholders to be filed
with the Securities and Exchange Commission on or before
September 28, 1995.
Transitional Small Business Disclosure Format (Check One)
Yes No X
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PART IV ITEM 13. Exhibits and Reports on Form 8-KSB
(a)Exhibits:
See Exhibit Index following the signature page of this
report.
(b)Reports on Form 8-K
There were no reports on Form 8-K filed by the Company
during the fourth quarter of Fiscal Year 1995.
Signatures
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Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Company has duly
caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in Rochester,
Minnesota, on September 7, 1995.
WATERS INSTRUMENTS, INC.
By: Jerry W. Grabowski
Jerry W. Grabowski
President, Chief Executive, Chief Financial Officer,
Secretary, and Treasurer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed by the following
persons on behalf of the Company in the capacities
and on the dates indicated.
Signature Title
Date
President, Chief
Jerry W. Grabowski Executive Officer,
Jerry W. Grabowski Chief Financial
September 7, 1995
Officer, Secretary,
Treasurer, and Director
Stewart D. Siebens
Stewart D. Siebens Chairman of the Board
September 7, 1995
and Director
Charles G. Schiefelbein
Charles G. Schiefelbein Director
September 7, 1995
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Exhibit Index for Form 10-KSB (for the Fiscal Year ended
June 30, 1995)
3.1 Restated Articles of Incorporation, as amended to
date,
incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
January 31, 1989. *
3.2 Restated Bylaws, as amended to date. *
10.1 Management Incentive Compensation Plan,
incorporated by reference to the description of such Plan
set forth under the caption "Compensation Plans" of the
Company's definitive proxy statement for its 1989 Annual
Meeting of Shareholders. (1) *
10.2 1985 Incentive Stock Option Plan and Form of Stock
Option Agreement, incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1985. *
10.3 1985 Nonqualified Stock Option Plan and Form of
Stock Option Agreement, incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1986. *
10.4 Distribution Agreement dated June 11, 1992 between
the Company and Wisconsin Porcelain incorporated by
reference to Exhibit
10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1992. *
10.5 Employment agreement dated July 28, 1993 between
the Company and Gerald W. Grabowski incorporated by
reference to Exhibit 10.10 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1993. (1)
*
10.6 Distributor's Agreement dated October 26, 1992
between the Company and Wedge-Loc Company incorporated by
reference to Exhibit 10.12 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1993.
27 Article 5 FDS for Fiscal Year Ended June 30, 1995
(1) Indicates a management compensatory plan.
*Incorporated by reference; SEC File No. 0-1388.
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